NELNET INC — Director's Dealing 2019

May 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NELNET INC (NNI)
CIK: 0001258602
Period of Report: 2019-05-15

Reporting Person: MUHLEISEN ANGIE (10% Owner)
Reporting Person: Muhleisen Dan D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-15	Class A Common Stock	S	1000	$61.06	Disposed	681538	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2448362	Direct
Class A Common Stock	616639	Direct
Class A Common Stock	52344	Direct
Class A Common Stock	692885	Indirect
Class A Common Stock	175000	Indirect
Class A Common Stock	175000	Indirect
Class A Common Stock	88070	Indirect
Class A Common Stock	88070	Indirect
Class A Common Stock	88020	Indirect
Class A Common Stock	88010	Indirect

Footnotes

F1: These shares were sold by the reporting persons' adult son pursuant to a Rule 10b5-1 Plan (the "Plan") entered into by the son on May 11, 2018, which provided for sales of shares of the issuer's Class A Common Stock. With the sale of the shares reported in this Form 4, the Plan has been completed and no future sales may occur pursuant to the Plan.

F2: Rule 10b5-1, promulgated under the Securities Exchange Act of 1934, allows significant shareholders of a company and their family members who are not in possession of material non-public information to establish pre-arranged plans to buy or sell a specified number of shares of such company's stock. Once a plan is established, the significant shareholder or family member does not retain or exercise any discretion over sales of stock under the plan and the pre-planned trades may be executed at later dates as set forth in the plan, without regard to any subsequent material non-public information related to the company that the significant shareholder or family member may receive.

F3: These shares are held by Dan D. Muhleisen, who is the spouse of Angela L. Muhleisen.

F4: These shares are held by Angela L. Muhleisen.

F5: These shares are held jointly by Angela L. Muhleisen and Dan D. Muhleisen.

F6: Shares held by a Dynasty Trust, of which the adult daughter of the reporting persons is the initial beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

F7: Shares held by a Dynasty Trust, of which the adult son of the reporting persons is the initial beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

F8: Shares held by the Alicia L. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

F9: Shares held by the D. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult daughter of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

F10: Shares held by the A. Muhleisen Post-Annuity Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.

F11: Shares held by the Jason D. Muhleisen Irrevocable Trust dated 8/29/2003, of which the adult son of the reporting persons is the beneficiary. The reporting persons continue to report beneficial ownership of all the shares held by the trust, but disclaim beneficial ownership of the shares held by the trust except to the extent of each such reporting person's pecuniary interest therein.